Annual Report 2011 - 12 - Nagarjuna Fertilizers

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DETAILS OF PUBLIC FUNDING IN THE LAST THREE YEARSThe Company has not raised any funds from the public.The Company has not issued any GDRs/ADRs.MONEYS REMAINING UNCLAIMED WITH THE COMPANYThe Company has no money remaining unclaimed with relation to fixed deposits,unclaimed deposits and interest on deposits.There are unclaimed dividend of the Erstwhile NFCL and the same shall be transferredto Investor Education and Protection Fund as and when due for transfer.Payment of DividendMembers are requested to update their addresses and bank account details afterimplementing core banking solutions immediately to enable credit of dividend totheir accounts directly.Members holding shares in the Demat mode may update their bank accountdetails in the prescribed form to their respective depository participants.Members holding shares in physical form are encouraged to utilize the NationalElectronic Clearing System (NECS) for receiving dividend.DISCLOSURESCompliance with mandatory requirements of the Listing Agreementa. Related party transactionsSubsidiaries1. Jaiprakash Engineering and Steel Company Limited2. Nagarjuna Mauritius Private LtdStep-down subsidiaries1. Nagarjuna East Africa Limited (Subsidiary of Nagarjuna Mauritius Pvt Ltd)Associates1. Nagarjuna Agricultural Research and Development Insititute2. KVK Raju International Leadership AcademyAssociate to SubsidiaryNagarjuna Spawnt GmbhKey Management Personnel1. Shri K.S. Raju, Chairman2. Shri K. Rahul Raju, Managing DirectorRelatives of Key Management Personnel1. Smt. K. Lakshmi Raju (Daughter of Shri K. S. Raju and sister of Shri K. Rajul Raju)2. Smt. K. Lakshmi Raju (Sister of Shri K. S. Raju)Enterprises able to exercise significant influence1. Nagarjuna Management Services Private Ltd2. NFCL Employees Welfare Trust3. Nagarjuna Agrichem Ltd4. Nagarjuna Oil Refinery LtdRelated party transactions during the year ended 31.03.2012 are as under:` in LakhsSl. Nature of transaction Subsidiaries Associates Key Mgmt. Enterprises significantly influencedNo March 31, March 31, Personnel and Relatives by Key Management personnel2012 2012 March 31, 2012 or their relatives1 Advances given 1668.56 – – 64.97(Nil) (Nil) (Nil) (Nil)2 Lease rental received – – – 6.00(Nil) (Nil) (Nil) (Nil)3 Remuneration to key management personnel – – 116.46 –(Nil) (Nil) (Nil) (Nil)4 Rent paid – – 55.01 6.00(Nil) (Nil) (Nil) (Nil)5 Rent received – – – 1.59(Nil) (Nil) (Nil) (Nil)6 Contribution – – – 2688.00(Nil) (Nil) (Nil) (Nil)7 Management consultancy services – – – 1.50(Nil) (Nil) (Nil) (Nil)8 Closing balances – Advances (Debit) 1668.56 – – 64.97Note: Figures in brackets represent previous year transactionsa. Disclosure of accounting treatmentIn the preparation of financial statements, the Company followed theaccounting standards issued by the Institute of Chartered Accountants of Indiab. Proceeds from the preferential issue of warrantsNot applicablec. CEO and CFO CertificationThe Managing Director and Chief Financial Officer, certify every quarter thatthe unaudited financial results of the Company do not contain any false ormisleading statement or figures and do not omit any material fact which maymake the statements or figures contained therein misleading.d. There were no penalties, strictures imposed on the Company by stockexchanges or Securities and Exchange Board of India (SEBI) or any StatutoryAuthority on any matter related to capital markets during the last three years.Clause 49 of the Listing AgreementYour Company is fully compliant with the applicable mandatory requirements ofClause 49 of the Listing Agreement.The table shows the Compliance Report statusParticulars Clause ComplianceStatus (Yes/No)& RemarksI. Board of Directors 49 IA. Composition of Board 49 (IA) YesB. Non-Executive Directors’ Compensation 49 (IB) Yes& DisclosuresC. Other Provisions as to Board and Committees 49 (IC) YesD. Code of Conduct 49 (ID) YesII. Audit Committee - 49 IIA. Qualified & Independent Audit Committee 49 (IIA) YesB. Meeting of Audit Committee 49 (IIB) YesC. Powers of Audit Committee 49 (IIC) YesD. Role of Audit Committee 49 (IID) YesE. Review of Information by Audit Committee 49 (IIE) Yes34 | Nagarjuna Fertilizers and Chemicals Limited
Particulars Clause ComplianceStatus (Yes/No)& RemarksIII. Subsidiary Co’s 49 (III) YesIV. Disclosures - 49 IVA. Basis of Related Party Transactions 49 (IVA) YesB. Accounting treatment 49 (IVB) YesC. Board Disclosures 49 (IVC) YesD. Proceeds from Public Issues, Rights Issues, 49 (IVD) Not ApplicablePreferential IssuesE. Remuneration of Directors 49 (IVE) YesF. Management 49 (IVF) YesG. Shareholders 49 (IVG) YesV. CEO/CFO Certification 49 (V) YesVI. Report of Corporate Governance 49 (VI) YesVII. Compliance 49 (VII) YesCOMPLIANCE/NON-ADOPTION OF NON-MANDATORY REQUIREMENTSS. No. Particulars Extent of compliance1 Maintenance of Chairman’s office or a Not ApplicableNon-Executive Chairman2 Remuneration Committee Complied3 Shareholders rights Not Adopted4 Audit qualifications Complied5 Training of Board Members Complied6 Mechanism for evaluating Not AdoptedNon-Executive Board members7 Whistle Blower Policy CompliedOTHER COMPLIANCESYour Company, in recent years, undertook a series of initiatives, going beyondregulatory requirements, to ensure excellence in governance and to promote theinterests of all stakeholders.Secretarial Standards of Institute of Company Secretaries of India (ICSI)The Company has been following good secretarial practices and standards as laiddown in the Secretarial Standards issued by the Institute of Company Secretariesof India, New Delhi, except in relation to compliance of Secretarial Standard – 2,Clause 1.2.6, which provides for listed companies with more than 5,000shareholders to publish in a newspaper having wide circulation within India, wheremore than 1,000 members reside an abridged text of the Notice, listing the itemsof the business of the Meeting.Secretarial Compliance ReportThe Company voluntarily subjected itself to Secretarial Audit and obtainedSecretarial Compliance Report from Practicing Company Secretary of the Instituteof Company Secretaries of India, for the financial year ended March 31, 2012,confirming the compliance of the applicable provisions of the various corporatelaws.For 2011-12, there were no adverse remarks by the Practicing CompanySecretary in the Secretarial Compliance Report.GENERAL SHAREHOLDERS INFORMATION6th Annual General Meeting Friday, August 31, 2012 at 11.30 AMDay, Date, Time and Venue Sri Satya Sai Nigamagamam, Srinagar Colony,HyderabadDates of Book Closure August 16, 2012 to August 31, 2012(both days inclusive)Registered OfficePlant LocationCompliance OfficerShare Transfer AgentDividend history for thelast five yearsD.N. 8-2-248, Nagarjuna Hills, Punjagutta,Hyderabad - 500 082.The Company has two urea and onecustomized fertilizer plants located atKakinada in Andhra Pradesh and microirrigationsystem manufacturing facilities atNacharam and Sadashivpet in Andhra Pradeshand Halol in GujaratShri M Ramakanth,Vice President – Legal & SecretaryPh No. (040) 23355317. Fax (040) 23350247Email : ramakanthm@nagarjunagroup.comXL Softech Systems LimitedPlot No. 3, Sagar Society, Road No. 2,Banjara Hills, Hyderabad – 500 034.Email : xlfield@rediffmail.comThe Company has not declared dividendsince inception.Tentative dates for Quarter ending June 30, 2012considering financial results – 3rd week of July ‘2012Quarter ending September 30, 2012– 3rd week of October ‘2012Quarter ending December 31, 2012– 3rd week of January ‘2013For the year ending March 31, 2013– 4th week of April ‘2013Listing on stock exchangesListing feeISIN NoThe Bombay Stock Exchange, CorporateRelationship Department, 1st Floor, NewTrading Ring,Routunda Building, PJ Towers, Dalal Street,Fort Mumbai - 400 001National Stock Exchange of India Limited,Exchange Plaza, 5th Floor, Plot No.C/1, GBlock, Bandra – Kurla Complex, Bandra (E),Mumbai - 400 051The Company has paid the initial listing feesto The Bombay Stock Exchange and TheNational Stock Exchange of India Limited,Mumbai.INE454M01024 for NSDL and CDSL.CIN No.U24129AP2006PLC076238Annual Report 2011-12 | 35
Page 1 and 2: Annual Report, 2011-12Strengthening
Page 3 and 4: STRENGTHENINGINDIAN FOOD SECURITY-
Page 5 and 6: CONSISTENTANDPROFITABLEGROWTH- Indi
Page 7: Micro-Irrigation and Nutrigation Sy
Page 10 and 11: SUSTAINABILITYNagarjuna Group's com
Page 12 and 13: CHAIRMAN’S REVIEWDURING THE YEAR
Page 14 and 15: NoticeNOTICE IS HEREBY GIVEN THAT T
Page 16 and 17: 15. Shareholders are requested to f
Page 18 and 19: Directors’ ReportYour Directors h
Page 20 and 21: eceived from the investments made i
Page 22 and 23: 3. Consumption per MT of Urea Produ
Page 24 and 25: Alternate Fuels and FeedstockDevelo
Page 26 and 27: CorporateGovernance ReportFor The Y
Page 28 and 29: BOARD AGENDA AND MINUTESAgenda pape
Page 30 and 31: Name of the Date of Last Qualificat
Page 32 and 33: judgement by management.d) Signific
Page 34 and 35: structure, the benchmarks to measur
Page 38 and 39: CERTIFICATION BY CHIEF EXECUTIVE OF
Page 40 and 41: Auditors’ ReportThe Members ofNag
Page 42 and 43: Balance Sheet as at March 31, 2012`
Page 44 and 45: Cash Flow Statement for the year en
Page 46 and 47: Notes to Financial Statements for t
Page 62 and 63: Consolidated Balance Sheet as at Ma
Page 64 and 65: Consolidated Cash Flow Statement fo
Page 66 and 67: Notes to Consolidated Financial Sta
Page 81: Nagarjuna Fertilizers and Chemicals
Page 84: If undelivered, please return toInv

Annual Report 2011 - 12 - Nagarjuna Fertilizers

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